                                                                    Exhibit 99.2

                            HOLLYWOOD SOFTWARE, INC.
                                  BALANCE SHEET


<TABLE>
<CAPTION>

                                                                   September 30,
                                                                       2003
                                                                   -----------

Assets

Current assets
<S>                                                              <C>
  Cash and cash equivalents                                      $    335,711
  Accounts receivable, net of allowance for doubtful
   accounts of $5,325                                                 276,055
  Prepaids and other current assets                                    14,098
                                                                   ----------

Total current assets                                                  625,864

Property and equipment, net (Note 3)                                   27,778

Capitalized software costs, net (Note 3)                              453,655
                                                                   ----------

Total assets                                                     $  1,107,297
                                                                   ==========

Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable and accrued expenses (Note 3)                 $    116,618
  Current portion of notes payable (Note 4)                             2,083
  Due to shareholder (Note 5)                                          50,000
  Deferred taxes (Note 6)                                              52,800
  Deferred revenue (Note 3)                                           470,280
                                                                   ----------

Total current liabilities                                             691,781
                                                                   ----------

Total liabilities                                                     691,781
                                                                   ----------

Commitments and contingencies

Stockholders' equity
  Common stock, no par value, 50,000,000 shares
   authorized, 10,000,000 shares issued and
   outstanding as of September 30, 2003                                20,000
  Retained earnings                                                   395,516
                                                                   ----------

Total stockholders' equity                                            415,516
                                                                   ----------

Total liabilities and stockholders' equity                       $  1,107,297
                                                                   ==========
</TABLE>

See accompanying notes to financial statements.




                                      F-17
<PAGE>





                            HOLLYWOOD SOFTWARE, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                  Three Months Ended         Six Months Ended
                                    September 30,             September 30,
                                -----------------------    ---------------------
                                  2002         2003          2002        2003
                                ---------   -----------    ---------   ---------

Revenues
<S>                           <C>         <C>            <C>         <C>
  License fees                $  173,935  $    204,106   $  375,099  $  299,198
  Maintenance fees               128,514       107,618      255,152     213,282
  Development fees                55,000       138,223      126,855     192,975
  Consulting fees                217,626        83,915      400,274     122,904
                                ---------   -----------    ---------   ---------

Total revenues                   575,075       533,862     1,157,380    828,359
                                ---------   -----------    ---------   ---------

Costs and operating expenses
  Costs of revenues               91,250        49,787      165,155      49,284
  Research and development        53,225        66,014      109,550     213,539
  General and administrative     251,765       344,470      557,950     604,806
                                ---------   -----------    ---------   ---------

Total costs and operating
expenses                         396,240       460,271      832,655     867,629
                                ---------   -----------    ---------   ---------

Income (loss) from
operations                       178,835        73,591      324,725     (39,270)

Interest expense                    (320)          (72)        (760)       (202)

Other income                         433             7          691         865
                                ---------   -----------    ---------   ---------

Income (loss) before income
taxes                            178,948        73,526      324,656     (38,607)

Provision (benefit) for
income taxes                      52,107         1,053       94,363      (8,947)
                                ---------   -----------    ---------   ---------

Net income (loss)             $  126,841  $     72,473   $  230,293  $  (29,660)
                                =========   ===========    =========   =========

Earning (loss) per share (Note 2):
  Basic                       $     0.01  $       0.01   $     0.02 $     (0.00)
                                =========   ===========    =========   =========

  Diluted                     $     0.01  $       0.01   $     0.02  $    (0.00)
                                =========   ===========    =========   =========

Weighted average number of
shares
  (Note 2):
  Basic                       10,000,000    10,000,000   10,000,000  10,000,000
                              ==========    ==========   ==========  ==========

  Diluted                     10,293,167    10,000,000   10,293,167  10,000,000
                              ==========    ==========   ==========  ==========
</TABLE>

See accompanying notes to financial statements.





                                      F-18
<PAGE>





                            HOLLYWOOD SOFTWARE, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY

                                                Common     Retained    Total
                                                 Stock     Earnings
                                                --------   --------    -------

Balance, March 31, 2003                       $  20,000  $ 425,176   $ 445,176

Net loss                                              -    (29,660 )   (29,660)
                                                --------   --------    -------

Balance, September 30, 2003                   $  20,000  $ 395,516   $ 415,516
                                                ========   ========    =======
See accompanying notes to financial statements






                                      F-19
<PAGE>




                            HOLLYWOOD SOFTWARE, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                  Three Months Ended    Six Months Ended
                                                    September 30,         September 30,
                                                  ------------------- --------------------
                                                    2002       2003       2002       2003
                                                  --------  --------- ---------- ----------
<S>                                               <C>       <C>       <C>        <C>
Cash flows from operating activities
  Net income (loss)                               $126,841  $ 72,473  $ 230,293  $ (29,660)
  Adjustments to reconcile net income (loss)
    to cash provided by operating activities:
      Depreciation                                   6,767     6,400     13,534     13,400
      Amortization of software development costs    48,463    36,191     97,820     79,673
   Deferred taxes                                   52,107    11,500     94,363      1,500
   Changes in operating assets and liabilities:
     Accounts receivable                           (43,902)    2,322   (253,135)    56,267
     Prepaids and other current assets               5,764    (4,613)     7,598     (4,588)
     Accounts payable and accrued liabilities       18,881    40,294     33,388     37,427
     Deferred revenue                             (124,498)   (7,927)  (206,758)   (59,844)
                                                  ---------   ------- ----------  ---------

Net cash provided by operating
activities                                          90,423   156,640     17,103     94,175
                                                   -------   --------    -------   -------

Cash flows from investing activities
 Purchases of property and equipment
 Capitalized software development costs                  -         -     (8,738)   (10,500)

                                                   (80,208)  (54,011)  (164,882)   (54,011)
                                                   --------  --------  ---------  --------

Net cash used in investing activities              (80,208)  (54,011)  (173,620)   (64,511)
                                                   --------  --------  ---------  --------

Cash flows from financing activities
  Repayment of notes payable                        (3,125)   (3,125)    (6,250)    (6,250)
  Loans from shareholders                                -    50,000          -     50,000
                                                    -------   -------   --------   -------

Net cash provided by (used in)
financing activities                                (3,125)   46,875     (6,250)    43,750
                                                    -------   -------    -------   ------


Net increase (decrease) in
cash and cash equivalents                            7,090   149,504   (162,767)    73,414

Cash and cash equivalents, beginning
of period                                           65,338   186,207    235,195    262,297
                                                    -------  -------    --------  ---------

Cash and cash equivalents, end of
period                                            $ 72,428  $335,711   $ 72,428  $ 335,711
                                                  ========= =========  ========= ==========
                                                  ========= =========  ========= ==========

Supplemental cash flow disclosures
 Cash paid during the three-months ended for:
    Interest paid                                 $    319  $      72  $    760  $     203
    Taxes paid                                           -   (10,447)         -    (10,447)
                                                  ========= =========  ========= ==========
</TABLE>
See accompanying notes to financial statements


                                      F-20
<PAGE>


                            HOLLYWOOD SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - COMPANY ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Hollywood  Software,  Inc. (the  "Company")  was  incorporated  in California in
October  1997.  The  Company is a leading  provider  of  proprietary  enterprise
software and  consulting  services for  distributors  and  exhibitors  of filmed
entertainment in the United States and Canada. Its software  applications manage
the planning,  booking,  scheduling,  revenue sharing,  cash flow, and reporting
associated with the  distribution and exhibition of theatrical  films.  Services
include strategic and technical consulting, systems implementation and training.

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim financial statements. In the opinion of management,  all adjustments
and normal recurring accruals considered  necessary for a fair presentation have
been included.  Operating  results for the three and six months ended  September
30, 2003 are not necessarily  indicative of the results that may be expected for
the year ending  March 31,  2004.  The interim  financial  statements  and notes
thereto  should be read in  conjunction  with the  Company's  audited  financial
statements and notes thereto for the year ended March 31, 2003.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


CASH AND CASH EQUIVALENTS

The Company  considers all liquid  assets with an initial  maturity date that is
less than three months from the date of purchase to be cash equivalents.


CONCENTRATIONS OF CREDIT RISK

Financial  instruments,  which potentially subject the Company to concentrations
of credit risk, consist of cash and cash equivalents,  to the extent they exceed
federal depository insurance limits, and accounts receivable. The Company places
its cash with high credit quality  financial  institutions.  As of September 30,
2003 uninsured cash balances aggregated $235,711.

The Company  customer  base  primarily  includes film  distributors  and theatre
owners through the United States and Canada.  Allowances  for doubtful  accounts
are recorded for estimated  losses  resulting from the inability of customers to
make  required  payments.  The  amount of the  reserves  is based on  historical
experience  and the  Company's  analysis  of the  accounts  receivable  balances
outstanding.  For the  three and six  months  ended  September  30,  2002,  four
customers  accounted  for 10%,  16%, 17% and 33%,  and 10%,  11%, 18% and 32% of
revenues,  respectively,  and three customers accounted for 46%, 16%, and 13% of
accounts  receivable at September  30, 2002.  For the three and six months ended
September 30, 2003, two customers accounted for 20% and 37%, and three customers
accounted for 10%, 13% and 37% of revenues,  respectively,  and three  customers
accounted for 54%, 14% and 12% of accounts receivable at September 30, 2002.

PROPERTY AND EQUIPMENT

Property  and  equipment  are  stated at cost,  less  accumulated  depreciation.
Depreciation  is computed  using the  double-declining  balance  method over the
useful lives of the respective assets as follows:

                                                  Useful Lives
                                                ------------------

               Computer software                        3
               Computer equipment                       5
               Furniture and fixtures                   7
                                                  Lease term or
               Leasehold improvements              useful life

Leasehold improvements are depreciated over the shorter of the lease term or the
estimated  useful  life of the  improvement.  Maintenance  and repair  costs are
charged to expense as incurred.


                                      F-21
<PAGE>

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of

The Company reviews the  recoverability  of its long-lived  assets on a periodic
basis in order to identify  business  conditions  which may  indicate a possible
impairment.  The assessment for potential  impairment is based  primarily on the
Company's  ability to recover the carrying value of its  long-lived  assets from
expected  future   undiscounted   cash  flows.  If  the  total  expected  future
undiscounted  cash flows are less than the carrying amount of the assets, a loss
is recognized for the difference between the fair value (computed based upon the
expected future  discounted cash flows) and the carrying value of the assets. No
impairment was recorded during the three and six months ended September 30, 2002
and 2003.

CAPITALIZED SOFTWARE COSTS

The  Company  has  adopted  SFAS No. 86,  "Accounting  for the Costs of Computer
Software to Be Sold, Leased, or Otherwise  Marketed." Software development costs
that are incurred  subsequent  to  establishing  technological  feasibility  are
capitalized.  Amounts  capitalized as software  development  costs are generally
amortized  on a  straight-line  basis  over  five  years.  The  company  reviews
capitalized software costs for impairment on an annual basis. To the extent that
the  carrying  amount  exceeds  the  estimated  net  realizable   value  of  the
capitalized  software cost, an impairment charge is recorded.  No impairment was
recorded during the three and six months ended September 30, 2002 and 2003.

Amortization of capitalized  software  development  costs,  included in costs of
revenues,  amounted to $48,463 and $36,191 for the three months ended  September
30,  2002 and 2003,  respectively,  and  $97,820  and $79,674 for the six months
ended September 30, 2002 and 2003, respectively.

REVENUE RECOGNITION

The Company  accounts  for  software  revenue  recognition  in  accordance  with
Statement  of Position  97-2,  "Software  Revenue  Recognition."  The  Company's
revenues  are  generated  from  the  following  primary  sources:   i)  software
licensing,  including customer licenses and ASP service agreements, ii) software
maintenance  contracts,  iii) professional  consulting services,  which includes
systems implementation, training, custom software development services and other
professional services.

Software licensing revenue is recognized when the following criteria are met: a)
persuasive  evidence of an arrangement  exists,  b) delivery has occurred and no
significant  obligations  remain,  c) the fee is  fixed or  determinable  and d)
collectivity is determined to be probable. Significant upfront fees are received
in addition to periodic amounts upon  achievement of contractual  milestones for
licensing of the Company's products. Such amounts are deferred until the revenue
recognition  criteria has been met,  which  typically  occurs after delivery and
acceptance.

For  arrangements  with  multiple  elements  (e.g.   delivered  and  undelivered
products,  maintenance and other services),  the Company  separately  negotiates
each element of the  arrangement  based on the fair value of the  elements.  The
fair  values for ongoing  maintenance  and  support  obligations  are based upon
separate sales of renewals to customers or upon substantive renewal rates quoted
in the agreements. The fair values for services, such as training or consulting,
are based upon hourly  billing rates of these  services when sold  separately to
other customers.

Customers not wishing to license and operate the Company's  software  themselves
may  use  the  software   through  an  Application   Service   Provider  ("ASP")
arrangement,  in which the Company hosts the application  and provides  customer
access via the internet.  Annual minimum ASP service fees are recognized ratably
over the contract term.  Overage revenues for usage in excess of stated minimums
are recognized monthly.

Maintenance  services and website  subscription fees are recognized ratably over
the  contract  term.  Professional  consulting  services,  sales of third  party
products and resale  hardware  revenues are recognized as services are provided.
Software  development  revenues are recognized when delivery has occurred and no
significant obligations remain.

Deferred  revenue is recorded  when i) a portion or the entire  contract  amount
cannot be  recognized as revenue due to  non-delivery  or acceptance of licensed
software or custom  programming,  ii) incomplete  implementation  of ASP service
arrangements,  or iii) unexpired  pro-rata  periods of maintenance,  minimum ASP
service fees or website  subscription  fees. As license fees,  maintenance fees,
minimum  ASP  service  fees and  website  subscription  fees are  often  paid in
advance,  a portion of this revenue is deferred  until the contract  ends.  Such
amounts are included in the Company's  balance sheet under the caption "Deferred
Revenue," and are recognized as revenue in accordance with the Company's revenue
recognition policies described above.


                                      F-22
<PAGE>

INCOME TAXES

The Company  accounts  for income  taxes under the asset and  liability  method.
Deferred tax assets and  liabilities  are  determined  based upon the  temporary
differences  between the financial  statement  carrying amounts and tax bases of
assets and  liabilities  using enacted tax rates expected to be in effect in the
year in which the  temporary  differences  are expected to reverse.  A valuation
allowance is established  when it is more likely than not that some portion,  or
all, of the deferred tax asset will not be realized.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

RESEARCH AND DEVELOPMENT

Research  and  development   costs  are  expensed  as  incurred.   Research  and
development  costs  amounted to $53,225 and $66,014 for the three  months  ended
September 30, 2002 and 2003, respectively, and $109,550 and $213,539 for the six
months ended September 30, 2002 and 2003, respectively.

ADVERTISING EXPENSES

Advertising  costs are expensed as incurred.  Advertising  costs  totaled $0 and
$3,408 for the three months ended September 30, 2002 and 2003, respectively, and
$282  and  $3,433  for the  six  months  ended  September  30,  2002  and  2003,
respectively.


Employee Stock Compensation

The Company accounts for its stock option plan in accordance with the provisions
of  Accounting  Principles  Board (APB)  Opinion No. 25,  "Accounting  for Stock
Issued to Employees",  and related  interpretations.  Under the intrinsic  value
method, the Company recognizes compensation expense on the date of grant only if
the current market price of the underlying stock exceeds the exercise price. The
Company recorded no stock based employee compensation cost for the three and six
months ended September 30, 2002 and 2003.

The Company has adopted the  disclosure  standards of SFAS No. 123,  "Accounting
for Stock-Based  Compensation",  which requires the Company to provide pro forma
net  income  disclosures  for  employee  stock  option  grants  made  as if  the
fair-value-based  method of accounting  for stock options as defined in SFAS 123
had been  applied.  The  following  table  illustrates  the effect on net income
(loss) if the Company had applied the fair value recognition  provisions of SFAS
No. 123 to stock based employee  compensation for the three and six months ended
September 30, 2002 and 2003:
<TABLE>
<CAPTION>

                                       Three Months Ended    Six Months Ended
                                         September 30,        September 30,
                                       -------------------   -----------------
                                        2002        2003      2002      2003
                                       --------    -------   -------   -------
<S>                                  <C>         <C>       <C>        <C>

Net income (loss), as reported       $ 126,841   $ 72,473  $ 230,293  $ (29,660)
Additional stock-based employee
compensation expense determined
under the fair value based method,
net of income tax benefits              (6,413)    (6,413)   (12,827)   (12,827)
                                       --------    -------   -------   --------

Pro forma net income (loss)          $ 120,428   $ 66,060    217,466    (42,487)
                                       ========    =======   ========  ========

Income (loss) per share:
  As reported:
    Basic                            $    0.01   $    0.01  $   0.02  $   (0.00)
                                       =======      ======   =======   ========

    Diluted                          $    0.01   $    0.01  $   0.02  $   (0.00)
                                       =======      ======   =======   ========

  Pro forma:
    Basic                            $    0.01   $    0.01  $   0.02  $   (0.00)
                                       =======      ======   =======   ========

    Diluted                          $    0.01   $    0.01  $   0.02  $   (0.00)
                                       =======      ======   =======   ========
</TABLE>


                                      F-23
<PAGE>

Earnings (Loss) Per Share

The Company  accounts for earnings  per share in  accordance  with SFAS No. 128,
"Earnings per Share".  SFAS No. 128 requires  presentation  of basic and diluted
earnings  per share.  Basic  earnings  (loss) per share is  computed by dividing
income (loss) available to common shareholders by the weighted average number of
common shares  outstanding for the reporting period.  Diluted earnings per share
is computed  based on the same shares plus the  potential  shares  issuable upon
assumed exercise of outstanding stock options or other security  contracts,  but
does not include the impact of dilutive securities that would be anti-dilutive.


                                      F-24
<PAGE>



The following  table sets forth the  computation  of basic and diluted  earnings
(loss) per share:
<TABLE>
<CAPTION>

                                        Three Months Ended      Six Months Ended
                                           September 30,           September 30,
                                      ---------------------   ---------------------
                                         2002        2003       2002        2003
                                      ---------   ---------   ---------   ---------
<S>                                   <C>         <C>          <C>        <C>
Numerator:
  Net income (loss) available to
    common shareholders              $   126,841  $    72,473 $   230,293 $   (29,660)
                                         -------       ------     -------     --------

Denominator:
  Basic earnings per share -
    weighted average shares           10,000,000   10,000,000  10,000,000  10,000,000

  Effect of dilutive securities:
    Stock options                        293,167            -     293,167           -
                                      ----------   ----------  ----------  ----------

Denominator for diluted earnings
  per share - weighted average
  shares                              10,293,167   10,000,000  10,293,167  10,000,000
                                      ----------  -----------  ----------  ----------

Earnings (loss) per share:
    Basic                            $      0.01  $      0.01 $      0.02 $     (0.00)
                                     ===========  =========== =========== ===========

    Diluted                          $      0.01  $      0.01 $      0.02 $     (0.00)
                                     ===========  =========== =========== ===========
</TABLE>

For the three and six months  ended  September  30,  2002 and 2003,  total stock
options of 2,090,000  were not  included in the  computation  of diluted  income
(loss) per share because their effect was anti-dilutive.

Recent Accounting Pronouncements

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded  in other  contracts,  and for  hedging  activities  under
Statement of Financial  Accounting  Standards  No. 133.  SFAS No. 149  clarifies
under what  circumstances  a contract with an initial net  investment  meets the
characteristic  of a derivative  as  discussed in SFAS No. 133. In addition,  it
clarifies when a derivative contains a financing component that warrants special
reporting  in the  statement  of cash  flows.  SFAS  No.  149 is  effective  for
contracts  entered into or modified after June 30, 2003,  except as specifically
noted in SFAS No.  149.  SFAS No. 149 should be applied  prospectively.  At this
time,  the  adoption of SFAS No. 149 is not  expected to  materially  impact the
Company's financial condition or results of operations.

In May 2003,  the FASB Issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 is effective for financial  instruments  entered into or modified  after
May 31, 2003,  and  otherwise is effective at the beginning of the first interim
period  beginning  after  June  15,  2003,  except  for  mandatorily  redeemable
financial instruments of nonpublic entities. For nonpublic entities, mandatorily
redeemable  financial  instruments are subject to the provisions of SFAS No. 150
for the first fiscal period  beginning  after December 15, 2003. As of September
30,  2003,  the  Company  did not  have  any  mandatorily  redeemable  financial
instruments or related financial  instruments to be accounted for under SFAS No.
150.


                                      F-25
<PAGE>

NOTE 3 - BALANCE SHEET COMPONENTS

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of September 30, 2003:

                                                                  September 30,
                                                                      2003
                                                                   -----------

Furniture and fixtures                                           $      9,426
Computer equipment                                                    133,056
Computer software                                                      21,881
Office furniture                                                       10,792
                                                                  ------------

                                                                      175,155
Less:  Accumulated depreciation                                     (147,377)
                                                                  ------------

Total property and equipment, net                               $      27,778
                                                                  ============

Computer equipment  consists primarily of costs incurred for computers,  servers
and  backup  battery  devices  used in the  Company's  operations.  Depreciation
expense for the three  months ended  September  30, 2002 and 2003 was $6,767 and
$6,400,  respectively.  Depreciation  expense for the six months ended September
30, 2002 and 2003 was $13,534 and $13,400, respectively.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

The Company capitalizes the cost of software development in accordance with SFAS
No. 86,  "Accounting for the Costs of Computer  Software to Be Sold,  Leased, or
Otherwise  Marketed."  Capitalized  software  development costs consisted of the
following as of September 30, 2003:


                                                                  September 30,
                                                                      2003
                                                                   -----------

Development costs                                                $    988,198
Less:  Accumulated amortization                                      (534,543)
                                                                  ------------

Unamortized development costs, net                              $     453,655
                                                                  ============


                                      F-26
<PAGE>



Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following as of September
30, 2003:

                                                              September 30, 2003
                                                              ------------------

Accounts payable                                                 $     54,022
Accrued compensation and benefits                                      44,656
Other accrued liabilities                                              17,940
                                                              ------------------

Total accounts payable and accrued expenses                     $     116,618
                                                              ==================

Accrued  compensation and benefits primarily relate to accrued employee vacation
costs. Other accrued liabilities relate to general business obligations incurred
prior to the  balance  sheet  date,  which  were  paid in  subsequent  reporting
periods.


Deferred Revenues

Deferred revenues consisted of the following as of September 30, 2003:

                                                              September 30, 2003
                                                              ------------------

ASP service fees                                                $    304,299
Maintenance fees                                                     109,510
Web site subscription fees                                            20,088
Development fees                                                      36,383
                                                              ------------------

Total                                                           $    470,280
                                                              ==================

Deferred revenues represent amounts collected from customers prior to satisfying
the Company's revenue recognition criteria.

NOTE 4 - LINE OF CREDIT AND NOTES PAYABLE

In November 2001, the Company  entered into a $200,000 line of credit from Wells
Fargo Bank for general  corporate  purposes.  The credit line bears  interest at
7.50% per annum.  The Company  has not  borrowed  any funds,  nor  incurred  any
interest  charges under the credit line.  The line of credit expires in November
2003.

In November 2001, the Company incurred a $25,000 term loan from Wells Fargo Bank
for the  purchase  of a battery  backup  system to mitigate  risks from  rolling
blackouts due to an energy crisis in California.  In addition to receivables and
other assets of the Company, two shareholders pledged certain personal assets as
collateral  for the loan.  The Company makes  monthly  payments of principal and
interest on the loan,  which is scheduled to expire in November  2003.  The term
loan bears interest at 8.25% per annum.



                                      F-27
<PAGE>



A summary of Notes Payable is as follows:

                                                              September 30, 2003
                                                              ------------------

Notes payable                                                   $     52,083
Less:  Current portion                                               (52,083)
                                                              ------------------

Notes payable, less current portion                             $          -
                                                              ==================

NOTE 5 - DUE TO SHAREHOLDER

In August 2003,  the Company  incurred a $50,000 loan from a  shareholder  as an
advance  for future  legal  fees.  The loan is  non-interest  bearing and due on
demand. The loan was repaid in October 2003.

NOTE 6 - INCOME TAXES

Provision (benefit) for income taxes consists of the following:

                                   Three Months Ended      Six Months Ended
                                     September 30,           September 30,
                                  ---------------------    ------------------
                                    2002        2003        2002       2003
                                  ---------   ---------    --------   -------

 Current:

  Federal                       $        -  $  (10,447)    $     -  $ (10,447)
  State                                  -           -           -         -

 Deferred:
  Federal                           39,155           -      70,847         -
  State                             12,952      11,500      23,516     1,500
                                  ---------   ---------    --------   -------


                                $   52,107 $     1,053 $    94,363 $  (8,947)
                                  =========   =========    ========   =======

Net deferred tax liabilities consist of the following as of September 30, 2003:

                                                              September 30, 2003
                                                              ------------------
Deferred tax assets:
   Net operating loss carryforwards                             $      8,000
   Deferred revenues                                                 187,300
   Accounts payable and accruals                                      46,500
                                                              ------------------

Total deferred tax assets                                            241,800
                                                              ------------------

Deferred tax liabilities:
   Accounts receivable                                              (110,000)
   Capitalized software costs                                       (180,700)
   Depreciation                                                       (3,900)
                                                              ------------------

Total deferred tax liabilities                                      (294,600)
                                                              ------------------

Net deferred tax liability                                      $    (52,800)
                                                              ==================


                                      F-28
<PAGE>



NOTE 7 - STOCKHOLDER'S EQUITY

STOCK DIVIDEND

On November 7, 2000 the Board of Directors declared a 1,000:1 stock dividend and
increased the common shares  authorized from 50,000 to 50,000,000 and issued and
outstanding from 10,000 shares to 10,000,000  shares.  All stock related data in
the financial  statements  reflect the stock dividend for all periods presented.
The  amendment to the  Company's  articles of  incorporation  was filed with the
State of California on July 31, 2003.


Stock Option Plan

In December  2000,  the Company  adopted the 2000 Stock Option Plan (the "Plan")
under which  non-qualified  stock options may be granted to  employees,  outside
directors and  consultants.  The purpose of the Plan is to enable the Company to
attract, retain and motivate employees, directors, advisors and consultants. The
Company has reserved a total of 5,000,000  shares of the Company's  common stock
for issuance upon the exercise of options granted in accordance with the Plan.


Options granted under the Plan expire in 10 years following the date of grant (5
years for  stockholders  who own greater than 10% of outstanding  stock) and are
subject to  limitation  on transfer.  The Plan is  administered  by the Board of
Directors.

The Plan provides for granting of incentive  stock options at not less than 100%
of the fair  market  value of the  underlying  stock at the grant  date.  Option
grants under the Plan are subject to various  vesting  provisions,  all of which
are contingent upon the continuous  service of the optionee.  Options granted to
stockholders who own greater than 10% of the outstanding stock must be issued at
prices not less than 100% of the fair  market  value of the stock on the date of
grant as  determined  by the  Company's  Board of  Directors.  Upon a change  in
control of the  Company,  all shares  granted  under the Plan shall  immediately
vest.

The following table summarizes the activity of the Plan:

                                                        Options    Weighted
                                              Shares    Granted    Average
                                            Available   -Number    Exercise
                                              for       of         Price
                                              Grant     Shares     Per Share
                                            ----------- ---------  ----------

Balances, March 31, 2003                      2,910,000 2,090,000  $      .64

Options granted                                       -         -           -
Options forfeited                                     -         -           -
                                            ----------- ---------  ----------

Balances, September 30, 2003                  2,910,000 2,090,000  $      .64
                                            =========== =========  ==========


                                      F-29
<PAGE>



The following summarizes stock options outstanding as of September 30, 2003:

                                                                 Options
                               Options Outstanding             Exercisable
                ------------------------------------------ --------------------
                                               Weighted                Weighted
                               Weighted         Average                 Average
Exercise                       Average         Exercise      Shares    Exercise
Prices            Shares     Life (Years)        Price     Exercisable   Price
-------------   ---------    -------------   ------------- ----------- --------

   $  .25        150,000         7.2              $  .25      93,750   $ .25
   $  .40        605,000         7.2              $  .40     378,125   $ .40
   $  .50         24,000         7.7              $  .50       9,000   $ .50
   $  .60        561,000         7.2              $  .60     350,625   $ .60
   $  .75        150,000         7.6              $  .75      56,250   $ .75
    $1.00        600,000         7.9              $ 1.00     212,500   $1.00
                ---------    -------------    ------------ ----------- --------
                ---------    -------------    ------------ ----------- --------

                2,090,000        7.5              $  .64   1,100,250   $ .59
                =========    =============    ============ =========== ========

NOTE 8 - COMMITMENTS AND CONTINGENCIES

LEASES

As of September  30, 2003,  the Company  leases its  development  and  Corporate
offices under non-cancelable operating lease agreements, which expire at various
dates through August 2005. The lease  agreements  provide for base rental rates,
which increase at defined  intervals  during the term of the lease.  The Company
does not account for increasing base rentals using a  straight-line  method over
the lease term as the  differences  between  the  straight-line  method and cash
payment is not material.

The Company's  rental  expense for operating  leases was $15,646 and $14,930 for
the three months ended  September 30, 2002 and 2003,  respectively,  and $37,726
and $29,698 for the six months ended September 30, 2002 and 2003,  respectively.
Future minimum  payments under  non-cancelable  operating leases with initial or
remaining  terms of one year or more consist of the  following at September  30,
2003:

YEARS ENDING MARCH 31,                                               AMOUNT

  2004 (six-months)                                              $   22,074
  2005                                                               28,804
  2006                                                               10,826
                                                                  -----------
                                                                  -----------

                                                                 $   61,704
                                                                  ===========


Employee Benefit Plans

As of  September  30,  2003,  the  Company's  employees  are covered by a profit
sharing plan qualified  under IRS section 401. The plan provides for the Company
to make discretionary profit contributions on behalf of eligible employees.  The
Company made no contributions  for the three and six months ended September 2002
and 2003.

NOTE 9 - RELATED PARTY TRANSACTIONS

As of  September  30,  2003,  the  Company  leases  office  space from a company
controlled by the Company's CEO.  Office rental rates  approximate  market value
for the size,  type and office  location.  Rents  paid under this lease  totaled
$7,938  and $7,938  for the three  months  ended  September  30,  2002 and 2003,
respectively,  and $15,585 and $15,876 for the six months  ended  September  30,
2002 and 2003, respectively.

From  time to time,  the  Company  uses an  outside  contractor  related  to the
Company's president. Rates paid for work provided are consistent with comparable
contractors. Fees paid during the three months ended September 30, 2002 and 2003
amounted  to $5,018 and  $4,550,  respectively.  Fees paid during the six months
ended September 30, 2002 and 2003 amounted to $5,018 and $6,036, respectively.


                                      F-30
<PAGE>

NOTE 10 -- SUBSEQUENT EVENT

On July 17, 2003, the  shareholders  of the Company entered into an agreement to
sell all of the outstanding common stock to Access Integrated Technologies, Inc.
("Access").  On November 3, 2003, the shareholders entered into an amended stock
purchase  agreement  with Access.  The  agreement was amended to provide for the
payment of the purchase price in the form of a note payable. Access executed the
note payable and  purchased all of the  outstanding  common stock of the Company
effective November 3, 2003.


                                      F-31
